Filed Pursuant to Rule 424(b)(3)
Registration No. 333-262441
Prospectus Supplement No. 1 to Prospectus dated February 9,
2022
GUARDFORCE AI CO., LIMITED
19,799,990 Ordinary Shares
This Prospectus Supplement No. 1 (this “Supplement”) relates to the
prospectus of Guardforce AI Co., Limited, dated February 9, 2022
(the “Prospectus”), relating to 19,799,990 ordinary shares that may
be sold from time to time by the selling shareholders named in the
Prospectus. This Supplement should be read in conjunction with the
Prospectus and is qualified by reference to the Prospectus, except
to the extent that the information in this Supplement supersedes
the information contained in the Prospectus, and may not be
delivered without the Prospectus.
This Supplement is being filed to include the information set forth
in the Forms 6-K of the Company filed with the Securities and
Exchange Commission on February 17, 2022, March 3, 2022, March 14, 2022, March 16, 2022 and March 21, 2022.
Our ordinary shares are quoted on the Nasdaq Capital Market under
the symbol “GFAI.” On March 21, 2022, the closing price of our
ordinary shares on the Nasdaq Capital Market was $1.33.
Investing in our ordinary shares involves a high degree of risk.
See “Risk Factors” beginning on page 8 of the Prospectus to read
about factors you should consider before you make an investment
decision.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or determined if this prospectus supplement is truthful
or complete. Any representation to the contrary is a criminal
offense.
The date of this Prospectus Supplement No. 1 is March 22, 2022
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the month of, February 2022
Commission File Number 001-40848
GUARDFORCE AI CO., LIMITED
(Translation of registrant’s name into English)
10 Anson Road, #28-01 International Plaza
Singapore 079903
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file
annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒
Form 40-F ☐
Indicate by check mark if the registrant is submitting the
Form 6-K in paper as permitted by Regulation S-T
Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the
Form 6-K in paper as permitted by Regulation S-T
Rule 101(b)(7): ☐
Entry into a Commissioned Development Agreement
On February 8, 2022, Guardforce AI Co., Limited (the
“Company”) entered into a Commissioned Development Agreement
(the “Agreement”) with Shenzhen Kewei Robot Technology Co.,
Limited (“Kewei”), wherein Kewei will develop a robotics
management platform named GFAI Intelligent Cloud Platform V2.0 (the
“Platform”) for the Company. The initial term of the
Agreement will be from February 8, 2022 until Decemeber 31, 2024,
in accordance with certain development milestones listed in an
exhibit to the Agreement. The Company agreed to deliver payment to
Kewei in the amount of USD$5,000,000, discounted to USD$3,000,000
provided the Company were to issue a one-time, lump sum payment
within five (5) business days of the execution of the Agreement,
which $3,000,000 amount the Company timely paid. The Company will
be the sole owner of all intellectual property rights in the
Platform. The Agreement is governed by and construed in accordance
with the laws of Hong Kong.
Although Kewei is affiliated with the Company, after careful
consideration, the board of directors of the Company unanimously
determined that the quotation received from Kewei was just,
equitable and fair to the Company and that it would be in the best
interests of the Company to enter into the Agreement with
Kewei.
EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
| Date: February 17, 2022 |
Guardforce AI Co.,
Limited |
| |
|
|
|
|
By: |
/s/ Lei Wang |
| |
Lei Wang |
| |
Chief Executive Officer |
Exhibit 99.1
COMMISSIONED DEVELOPMENT AGREEMENT
BETWEEN
GUARDFORCE AI (HONGKONG) CO., LIMITED
（“PARTY A”）
AND
Shenzhen KEWEI ROBOT
TECHNOLOGY CO., LIMITED
（“PARTY B”）
No.: CDA-GFAIHK-SZKW-02082022
THIS COMMISSIONED DEVELOPMENT AGREEMENT (“AGREEMENT”)
is entered into this 8th day of February 2022 (the
“Effective Date”)
BY:
(1) Guardforce AI (Hongkong) Co., Limited, with its
registered address at Unit 01, 5/F., Guardforce Centre, No.3 Hok
Yuen Street East, Hung Hom, Kowloon, Hongkong (and all its
subsidiaries, “Party A”)
AND
(2) Shenzhen Kewei Robot Technology Co., Limited, with its
registered address at 201, 2/F, BLK C, Wisdom Plaza, 4068
Qiaoxiang RD, Nanshan, Shenzhen 518054, China (“Party
B”)
NOW, both Parties (“Parties”) hereby confirm their
intentions in good faith as follows: -
| 1 |
OBJECTIVES. This AGREEMENT
expresses the intention of the Parties to embark on a
mutual-beneficial and strategic partnership. Party B will be
commissioned to develop a robotics management platform named as
GFAI Intelligent Cloud Platform V2.0 (“GFAI ICP
V2.0” or “Platform”, refer to Exhibit 1 for a list of
functions) for Party A. |
| 2 |
OBLIGATIONS OF PARTY B.
Pursuant to this AGREEMENT, Party B agrees: - |
2.1 Service Location: Shenzhen
2.2 Service Period: from February 8, 2022, to December
31, 2024 (i.e., 35 months)
2.3 Service Milestones: refer to Exhibit 2
| 3 |
OBLIGATIONS OF PARTY A.
Pursuant to this AGREEMENT, Party A agrees to: - |
3.1 Provide necessary assistance to PARTY B, including technical
data, executing or following necessary agreements with any third
parties, working conditions (providing servers and development
accounts etc.).
3.2 Deliver payment to Party B at a total amount of US$5,000,000,
discounted price at US$3,000,000 provided that Party agrees to pay
at one time within five business days after the execution of this
Agreement, refer to Exhibit 3 for details of charge standards, the
amounts listed above shall include the expenses of design,
development, testing and so forth in connection with the
development of the Platform and shall also include the expenses of
any taxation. Party B’s bank account (that can receive payment in
US Dollars) details are listed as below:
Account Name: Shenzhen
Kewei Robot Technology Co., Limited
Bank Name: PINGAN BANK CO, LTD
Bank Address: PINGAN BANK, 7E, 5047 SHENNAN DONG ROAD, LUOHU,
SHENZHEN, CHINA
Account Number: 15000100892373
SWIFT Code: SZDBCNBS
| 4 |
CONFIDENTIALITY. Each of the
Parties shall keep confidential all proprietary and other
non-public information received from the other party and to use the
same only in connection with developing the Platform contemplated
hereby in this AGREEMENT, unless such information is required to be
filed by applicable laws, including, but not limited to, the U.S.
Securities Exchange Act of 1934 as amended. |
| 5 |
INTELLECTUAL PROPERTY
RIGHTS. Party B acknowledges that Party A shall be the sole
proprietor of all intellectual property rights of the
Platform. |
| 6 |
AMENDMENT. Any amendment to
this Agreement shall be mutually agreed upon and confirmed by
written approaches. |
| 7 |
INSPECTION AND ACCEPTANCE.
Parties hereto agree that the inspection and acceptance for the
work shall be implemented on the basis of the Exhibit 1. |
| 8 |
DESIGNATED CONTACT. Parties
hereto agree that within the Service Period, Mingchang Liu
(leonardo.liu@guardforceai.com) shall be appointed as the
designated contact for Party A, and Dongfang Chen
(dongfang.chen@szkwrobot.com) for Party B. The designated contacts
shall be responsible for reporting to each party’s key personnel
the timelines and any issues occurred during the development of the
Platform in a timely and precious manner. Any change of designated
contacts shall be made via prior written notices. |
| 9 |
TERMINATION. Parties hereto
agree that this Agreement shall be terminated if any of the
following conditions occurs: |
9.1 Force majeure.
9.2 Provided that Party A confirms that the developing Platform
cannot meet its need of uses during the Service Period (refer to
Exhibit 1), after amical discussion with Party B, Party A may
terminate this Agreement, Party B shall return to Party A’s the
paid payment on a pro-rate and monthly basis for the remaining part
(total payment divided by 35 months).
| 10 |
GOVERNING LAWS AND DISPUTE
RESOLUTION |
|
10.1 |
This AGREEMENT shall be
governed by and construed in accordance with the laws of Hong Kong.
Any disputes arising out of this AGREEMENT shall be amicably
resolved by negotiation between the Parties and shall be submitted
to the courts of Hong Kong if the negotiation fails. |
|
11.1 |
Any unsolved matters arising
out of this AGREEMENT shall be amicably resolved by negotiation
between Parties. |
|
11.2 |
Any notices pertaining to
this AGREEMENT shall be made in written. |
|
11.3 |
Any waiver by either party of
a breach of any provision of this AGREEMENT shall not operate as or
be construed to be a waiver of any other breach of such provision
or of any breach of any other provision of this AGREEMENT. |
|
11.4 |
No revision or modification
of this AGREEMENT shall be effective unless in writing and agreed
by Parties hereto. |
|
11.5 |
All exhibits hereto are
intended as the complete and exclusive parts of this
AGREEMENT. |
|
11.6 |
This Agreement is written by
Chinese and English, the Chinese version shall prevail in the event
of any ambiguity in meanings. |
(Signature page to follow)
IN WITNESS WHEREOF, this AGREEMENT has been executed by
Parties’ respective authorized signatories hereto as of the
Effective Date described on the first page.
|
SIGNED by Lei Wang, Director /s/ Lei Wang
For and on behalf of
Guardforce AI (Hongkong) Co., Limited
|
)
)
)
)
)
|
|
|
SIGNED by Lin Jia /s/ Lin Jia
For and on behalf of
Shenzhen Kewei Robot Technology Co., Limited
|
)
)
)
)
)
|
|
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER
PURSUANT
TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES
EXCHANGE ACT OF 1934
For
the month of, March 2022
Commission
File Number 001-40848
GUARDFORCE AI CO., LIMITED
(Translation
of registrant’s name into English)
10
Anson Road, #28-01 International Plaza
Singapore
079903
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F: Form 20-F ☒
Form 40-F ☐
Indicate
by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)(1):
☐
Indicate
by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)(7):
☐
Entry
into a Strategic Partnership Agreement
On
February 28, 2022, Guardforce AI Co., Limited (the
“Company”) entered into a Strategic Partnership Agreement
(the “Agreement”) with SBC Global Holdings Inc.
(“SBC”), wherein the Company and SBC will collaborate on the
sale and leasing of robots in the United States. The strategic
partnership is in lieu of the previously proposed acquisition. As
part of the partnership the Company will establish a wholly owned
U.S. subsidiary and will commit additional resources to develop the
business to meet demand while working closely with SBC to
accelerate overall U.S. market penetration. As part of the
Agreement, SBC will refer clients to the Company. The Company and
SBC will work together on a non-exclusive basis and each of the
Company and SBC may enter into similar arrangements and agreements
with any other parties.
A
press release was issued on March 1, 2022 and is attached as
Exhibit 99.1 hereto.
EXHIBIT
INDEX
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
|
Date:
March 3, 2022 |
Guardforce
AI Co., Limited |
|
|
|
|
|
|
By: |
/s/
Lei Wang |
|
|
Lei
Wang |
|
|
Chief
Executive Officer |
Exhibit
99.1
Guardforce AI Accelerates U.S. Market Entry
~ Announces Strategic Partnership with SBC and Establishes
Wholly Owned U.S. Subsidiary ~
NEW YORK, March 1, 2022 – Guardforce AI Co., Limited
(“Guardforce AI” or the “Company”) (Nasdaq: GFAI, GFAIW), an
integrated security solutions provider, announced that the Company
has established a strategic partnership with SBC Global Holdings
Inc. (“SBC”). The strategic partnership is in lieu of the
previously proposed acquisition. Guardforce AI and SBC have
mutually agreed to establish the strategic partnership to enable
Guardforce AI a swifter entry into the desired U.S. markets with
its robotic and technology solutions.
As part of the partnership the Company will establish a wholly
owned U.S. subsidiary and will commit additional resources to
develop the business to meet growing demand while working closely
with SBC to accelerate overall market penetration. As part of the
agreement, SBC will refer all clients to Guardforce AI on an
exclusive basis.
Lei Wang, CEO of Guardforce AI stated, “We are pleased to include
the SBC team as part of Guardforce AI’s growing network of
international partnerships. By establishing this strategic
partnership, the crucial U.S. market is now also included in our
portfolio. As stated previously, this partnership is part of our
commitment to work closely with the right businesses around the
world with the goal of expanding the reach of our services and
solutions.”
Robert Shiver, Chairman and CEO of SBC, commented, “I am honored to
be part of Guardforce AI’s journey as they develop strategic
initiatives in the United States. This partnership will allow
customers in the United States to have access to autonomous
robotics solutions that will result in operational efficiencies and
improved environmental safety standards.”
According to Gartner, U.S. Internet of Things (“IOT”) Robots
Revenues and Communications spending is expected to reach
approximately $6.5 billion with an installation base of
approximately 1.7 million units by 2028. With sizeable robotic
innovation centers emerging globally, the opportunity for
partnerships continues to expand rapidly.
About Guardforce AI Co., Ltd.
Guardforce AI Co. Ltd. (Nasdaq: GFAI, GFAIW) is a leading
integrated security solutions provider that is trusted to protect
and transport the high-value assets of public and private sector
organizations. Developing and introducing innovative technologies
that enhance safety and protection, Guardforce AI helps clients
adopt new technologies and operate safely as the Asia Pacific
business landscape evolves.
For more information, visit www.guardforceai.com
About SBC Holdings
SBC Holdings provides autonomous robotics solutions that drive
business continuity and community health — enabling healthier,
safer, and more efficient offices, communities’ commercial real
estate, schools, airports, and many other sectors. Leveraging
decades of combined management experience developing smart
buildings, campuses, and cities around the world, SBC is committed
to increasing the asset value of commercial properties while
attracting and maintaining valuable tenant share in this
competitive market. For more information, please visit
https://www.sbccobotics.com/.
Forward-Looking Statements
This press release contains statements that do not relate to
historical facts but are “forward-looking statements” within the
meaning of the safe harbor provisions of the U.S. Private
Securities Litigation Reform Act of 1995. These statements can
generally (although not always) be identified by their use of terms
and phrases such as anticipate, appear, believe, continue, could,
estimate, expect, indicate, intend, may, plan, possible, predict,
project, pursue, will, would and other similar terms and phrases,
as well as the use of the future tense. Forward-looking statements
are neither historical facts nor assurances of future performance.
Instead, they are based only on current beliefs, expectations and
assumptions regarding the future of the business of the Company,
future plans and strategies, projections, anticipated events and
trends, the economy and other future conditions. Because
forward-looking statements relate to the future, they are subject
to inherent uncertainties, risks and changes in circumstances that
are difficult to predict and many of which are outside of our
control, including the risks described in our registration
statements and reports under the heading “Risk Factors” as filed
with the SEC. Actual results and financial conditions may differ
materially from those indicated in the forward-looking statements.
Therefore, you should not rely on any of these forward-looking
statements. Forward-looking statements in this press release speak
only as of the date hereof. Unless otherwise required by law, we
undertake no obligation to publicly update or revise these
forward-looking statements, whether because of new information,
future events or otherwise.
Media Relations
Patrick Yu
Email: patrick.yu@fleishman.com
Phone: (+852) 2586-7877
Investor Relations
Shannon Devine
Email: GFAI@mzgroup.us
Phone: +1 203-741-8811
Guardforce AI Corporate Communications
Hu Yu
Email : yu.hu@guardforceai.com
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the month of, March 2022
Commission File Number 001-40848
GUARDFORCE AI CO., LIMITED
(Translation of registrant’s name into English)
10 Anson Road, #28-01 International Plaza
Singapore 079903
(Address of principal executive offices)
Indicate by check mark whether the registrant files or
will file annual reports under cover of Form 20-F or
Form 40-F: Form 20-F ☒
Form 40-F ☐
Indicate
by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)(1):
☐
Indicate
by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)(7):
☐
Entry into a Sale and Purchase Agreement
On March 11, 2022, Guardforce AI Co., Limited (the
“Company”) entered into a Sale and Purchase Agreement (the
“Agreement”) with Shenzhen Kewei Robot Technology Co.,
Limited (“Shenzhen Kewei”) relating to the previously
proposed acquisition of Shenzhen Keweien Robot Service Co., Ltd.
and Guangzhou Kewei Robot Technology Co., Ltd. from Shenzhen Kewei.
This acquisition is expected to serve an integral role in the
growth of Guardforce AI’s robotics as a service (RaaS) business
initiative. This acquisition is expected to be closed by end of
April 2022.
A press release was issued on March 11, 2022 and is attached as
Exhibit 99.1 hereto.
EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
| Date: March 13, 2022 |
Guardforce AI Co., Limited |
| |
|
|
| |
By: |
/s/ Lei Wang |
| |
Lei Wang |
| |
Chief Executive Officer |
Exhibit 99.1
Guardforce AI Enters into Agreement to Expand Robotics as a
Service (RaaS) to China’s Greater Bay Area
~Signs Definitive Agreement to Acquire Shenzhen Keweien &
Guangzhou Kewei~
NEW YORK, March 11, 2022 -- Guardforce AI Co., Limited
(“Guardforce AI” or “Company”) (Nasdaq: GFAI, GFAIW), an integrated
security solutions provider, announced today the signing of the
definitive agreement of the previously proposed acquisition of
Shenzhen Keweien Robot Service Co., Ltd (“SZ”) and Guangzhou Kewei
Robot Technology Co., Ltd (“GZ”). This acquisition is expected to
serve an integral role in the growth of Guardforce AI’s robotics as
a service (RaaS) business initiative. This acquisition is expected
to be closed by end of April 2022.
The acquisition purchase price of US$10,000,000 will be paid in a
mix of cash (10%) and restricted ordinary shares of the Company
(90%). Guardforce AI is presently listed on the U.S. Nasdaq Capital
Market under the symbol “GFAI.” For purposes of the definitive
acquisition agreement, each share will be valued at US$4.20.
SZ and GZ are based in the Greater Bay Area, one of the
fastest-growing economic regions in China with both Shenzhen and
Guangzhou ranking among the top 10 largest Chinese cities and among
the 30 largest cities globally. Focused on the hospitality,
healthcare, property management, and government sectors, SZ and GZ
derive revenues from AI robotic services which automate repetitive
tasks, making them less labor intensive.
The Company has reiterated its 2022 full-year revenue expectations
of US$55-60 million, representing growth of more than 66% as
compared to 2021.
About Guardforce AI Co., Ltd.
Guardforce AI Co. Ltd. (Nasdaq: GFAI, GFAIW) is a global integrated
security solutions provider that is focused on developing robotic
solutions and information security services that complement its
well-established secured logistics business. With more than 40
years of professional experience, Guardforce AI is a trusted brand
name that protects and transports the high-value assets belonging
to public and private sector organizations. Guardforce AI develops
and provides innovative technologies and services that enhance
safety and protection.
For more information, visit www.guardforceai.com
Forward Looking Statements
This press release contains statements that do not relate to
historical facts but are “forward-looking statements” within the
meaning of the safe harbor provisions of the U.S. Private
Securities Litigation Reform Act of 1995. These statements can
generally (although not always) be identified by their use of terms
and phrases such as anticipate, appear, believe, continue, could,
estimate, expect, indicate, intend, may, plan, possible, predict,
project, pursue, will, would and other similar terms and phrases,
as well as the use of the future tense. Forward-looking statements
are neither historical facts nor assurances of future performance.
Instead, they are based only on current beliefs, expectations and
assumptions regarding the future of the business of the Company,
future plans and strategies, projections, anticipated events and
trends, the economy and other future conditions. Because
forward-looking statements relate to the future, they are subject
to inherent uncertainties, risks and changes in circumstances that
are difficult to predict and many of which are outside of our
control, including the risks described in our registration
statements and reports under the heading “Risk Factors” as filed
with the SEC. Actual results and financial condition may differ
materially from those indicated in the forward-looking statements.
Therefore, you should not rely on any of these forward-looking
statements. Forward-looking statements in this press release speak
only as of the date hereof. Unless otherwise required by law, we
undertake no obligation to publicly update or revise these
forward-looking statements, whether because of new information,
future events or otherwise.
Media Relations
Patrick Yu
Email: patrick.yu@fleishman.com
Phone: (+852) 2586-7877
Investor Relations
Shannon Devine
Email: GFAI@mzgroup.us
Phone: +1 203-741-8811
Guardforce AI Corporate Communications
Hu Yu
Email : yu.hu@guardforceai.com
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER
PURSUANT
TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES
EXCHANGE ACT OF 1934
For
the month of, March 2022
Commission
File Number 001-40848
GUARDFORCE AI CO., LIMITED
(Translation
of registrant’s name into English)
10
Anson Road, #28-01 International Plaza
Singapore
079903
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒
Form 40-F ☐
Indicate
by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T
Rule 101(b)(1): ☐
Indicate
by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T
Rule 101(b)(7): ☐
EXHIBIT
INDEX
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
|
Date:
March 16, 2022 |
Guardforce
AI Co., Limited |
|
|
|
|
|
|
By: |
/s/
Lei Wang |
|
|
Lei
Wang |
|
|
Chief
Executive Officer |
Exhibit
99.1
Guardforce
AI Receives NASDAQ Notification Letter Regarding Minimum Bid Price
Deficiency
NEW
YORK, March 16, 2022 -- Guardforce AI Co., Limited (“Guardforce
AI” or “Company”) (Nasdaq: GFAI, GFAIW), an integrated security
solutions provider, announced today that it has received a
notification letter (the “Notification Letter”) from the Nasdaq
Stock Market LLC (the “NASDAQ”) dated March 9, 2022, notifying the
Company that it is not in compliance with the minimum bid price
requirement as set forth under NASDAQ Listing Rule 5550(a)(2) for
continued listing on the NASDAQ. This press release is issued
pursuant to NASDAQ Listing Rule 5810(b), which requires prompt
disclosure upon the receipt of a deficiency
notification.
NASDAQ
Listing Rule 5550(a)(2) requires listed securities to maintain a
minimum bid price of US$1.00 per share, and Listing Rule
5810(c)(3)(A) provides that a failure to meet the minimum bid price
requirement exists if the deficiency continues for a period of 30
consecutive business days. Based on the closing bid price of the
Company’s ordinary shares for the 30 consecutive business days from
January 25, 2022 to March 8, 2022 the Company no longer meets the
minimum bid price requirement.
In
accordance with the NASDAQ Listing Rule 5810(c)(3)(A), the Company
has been provided 180 calendar days, or until September 6, 2022, to
regain compliance with NASDAQ Listing Rule 5550(a)(2). To regain
compliance, the Company’s ordinary shares must have a closing bid
price of at least US$1.00 for a minimum of 10 consecutive trading
days. In the event that the Company does not regain compliance by
September 6, 2022, the Company may be eligible for additional time
to regain compliance or may face delisting.
The
receipt of the Notification Letter has no immediate effect on the
listing of the Company’s ordinary shares, which will continue to
trade uninterrupted on NASDAQ under the ticker “GFAI”. To address
this issue, the Company intends to continuously monitor its closing
bid price and is in the process of considering various measures to
improve its financial position and results of operations, which the
Company expects to countervail the short-term adverse effects on
its trading price and cure the deficiency in due time.
About
Guardforce AI Co., Ltd.
Guardforce
AI Co. Ltd. (Nasdaq: GFAI, GFAIW) is a global integrated security
solutions provider that is focused on developing robotic solutions
and information security services that complement its
well-established secured logistics business. With more than 40
years of professional experience, Guardforce AI is a trusted brand
name that protects and transports the high-value assets belonging
to public and private sector organizations. Guardforce AI develops
and provides innovative technologies and services that enhance
safety and protection.
For
more information, visit www.guardforceai.com
Forward
Looking Statements
This
press release contains statements that do not relate to historical
facts but are “forward-looking statements” within the meaning of
the safe harbor provisions of the U.S. Private Securities
Litigation Reform Act of 1995. These statements can generally
(although not always) be identified by their use of terms and
phrases such as anticipate, appear, believe, continue, could,
estimate, expect, indicate, intend, may, plan, possible, predict,
project, pursue, will, would and other similar terms and phrases,
as well as the use of the future tense. Forward-looking statements
are neither historical facts nor assurances of future performance.
Instead, they are based only on current beliefs, expectations and
assumptions regarding the future of the business of the Company,
future plans and strategies, projections, anticipated events and
trends, the economy and other future conditions. Because
forward-looking statements relate to the future, they are subject
to inherent uncertainties, risks and changes in circumstances that
are difficult to predict and many of which are outside of our
control, including the risks described in our registration
statements and reports under the heading “Risk Factors” as filed
with the SEC. Actual results and financial condition may differ
materially from those indicated in the forward-looking statements.
Therefore, you should not rely on any of these forward-looking
statements. Forward-looking statements in this press release speak
only as of the date hereof. Unless otherwise required by law, we
undertake no obligation to publicly update or revise these
forward-looking statements, whether because of new information,
future events or otherwise.
Media
Relations
Patrick
Yu
Email:
patrick.yu@fleishman.com
Phone:
(+852) 2586-7877
Investor
Relations
Shannon
Devine
Email: GFAI@mzgroup.us
Phone:
+1 203-741-8811
Guardforce
AI Corporate Communications
Hu
Yu
Email
: yu.hu@guardforceai.com
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER
PURSUANT
TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES
EXCHANGE ACT OF 1934
For
the month of March 2022
Commission
File Number 001-40848
GUARDFORCE AI CO., LIMITED
(Translation
of registrant’s name into English)
10
Anson Road, #28-01 International Plaza
Singapore
079903
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F ☐
Indicate
by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)(1):
☐
Indicate
by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)(7):
☐
Entry
into a Letter of Intent
On
March 21, 2022, Guardforce AI Co., Limited (the “Company”)
signed a non-binding letter of Intent (the “LOI”) with
Shenzhen Kewei Robot Technology Co., Limited and Shenzhen Yeantec
Co., Limited (together, the “Kewei Group”) to
purchase up to 36 of the Kewei Group’s subsidiaries located in
China. Under the LOI, in the first of two phases, Guardforce AI
will acquire eight of the Kewei Group companies. The second phase
provides Guardforce AI the right of first refusal to purchase the
remaining 28 companies within a period of 24 months from the date
of the signing of the LOI. The purchase of the additional 28
companies will be dependent on the Company’s operational plans. The
Company expects to sign the definitive agreement for the phase one
acquisitions before the end of May.
The
purchase price for the eight phase one companies will be based upon
a valuation that is equal to one-time (from 2022 to 2026) projected
average revenues for the eight companies estimated to be U.S. $30
million and will be paid in a mix of cash (10%) and Company
restricted shares (90%) at a price of U.S. $2.00 per share. The
Company will be required to pay Kewei Group the 10% cash component
($3,000,000) of the purchase price as a deposit and Kewei Group
will deliver to the Company 100% of the outstanding share capital
of the eight phase one companies as a pledge, within 10 days of the
signing of the LOI. The acquisition is subject to, among other
things, the satisfactory completion of due diligence by the
Company, the entry into definitive agreements and any required
third-party consents.
A
press release relating to the signing of the LOI was issued on
March 21, 2022 and is attached as Exhibit 99.1 hereto.
EXHIBIT
INDEX
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
| Date:
March 21, 2022 |
Guardforce
AI Co., Limited |
| |
|
| |
By: |
/s/
Lei Wang |
| |
|
Lei
Wang |
| |
|
Chief
Executive Officer |
Exhibit 99.1
Guardforce
AI Continues Expansion of Robotics as a Service (RaaS) and Security
Service Roadmap
~
Initiated Acquisition of 8 Companies in China’s Major Cities
~
NEW
YORK, March 21, 2022 -- Guardforce AI Co., Limited (“Guardforce
AI” or “Company”) (Nasdaq: GFAI, GFAIW), an integrated security
solutions provider, announced today, the signing of a non-binding
Letter of Intent (“LOI”) with Shenzhen Kewei Robot Technology Co.,
Limited and Shenzhen Yeantec Co., Limited (together, the
“Kewei Group”) to purchase up to 36 of the Kewei Group’s
subsidiaries located in China. Under the LOI, in the first of two
phases, Guardforce AI will acquire eight of the Kewei Group
companies. The second phase provides Guardforce AI the right of
first refusal to purchase the remaining 28 companies within a
period of 24 months from the date of the signing of the LOI. The
purchase of the additional 28 companies will be dependent on the
Company’s operational plans. The Company expects to sign the
definitive agreement for the phase one acquisitions before the end
of May.
The
purchase price for the eight phase one companies will be based upon
a valuation that is equal to one-time (from 2022 to 2026) projected
average revenues for the eight companies estimated to be U.S. $30
million and will be paid in a mix of cash (10%) and Company
restricted shares (90%) at a price of U.S. $2.00 per share. The
Company will be required to pay Kewei the 10% cash component
($3,000,000) of the purchase price as a deposit and Kewei will
deliver to the Company 100% of the outstanding share capital of the
eight phase one companies as a pledge, within 10 days of the
signing of the LOI. The acquisition is subject to, among other
things, the satisfactory completion of due diligence by the
Company, the entry into definitive agreements and any required
third-party consents.
Lei
Wang, CEO of Guardforce AI, commented, “We value the development of
robotics and AI applications in our future expansion plans. Apart
from the United States, China has become one of the vital markets
with surging needs across our targeted industries. Beijing,
Shanghai,Tianjin and Chongqing are the largest and only four
directly-administered municipalities in China, and are among the
top 10 cities economically speaking. To this point, we must not
ignore this market when it comes to our global expansion plans.
Additionally, Guardforce AI is in a unique position to lend its
global exposure to the acquired companies. The acquisitions will
not only enable us to penetrate the most developed cities and areas
in China, but also provide access to evolving markets.”
Seven
of the eight companies are well-established with experienced
salesforce and management teams that provide robotics sales and
rental services, serving clients in a variety of industries such as
hospitality, healthcare, government facilities, and property
management.
The
proposed acquisition includes the following companies:
|
● |
Beijing
Keweian Robot Technology Ltd, based in Beijing |
|
● |
Shanghai
Nanxiao Kewei Intelligent Technology Ltd, based in
Shanghai |
|
● |
Tianjin
Kewei Robot Technology Ltd, based in Tianjin |
|
● |
Chongqing
Kewei Robot Technology Ltd, based in Chongqing |
|
● |
Guangxi
Kewei Robot Technology Ltd, based in Nanning, Guangxi
Province |
|
● |
Fuzhou
Kewei Robot Technology Ltd, based in Fuzhou, Fujian
Province |
|
● |
Hainan
Kewei Robot Technology Ltd, based in Haikou, Hainan
Province |
|
● |
Beijing
Wanjia Security System Ltd, based in Beijing, China |
About
Guardforce AI Co., Ltd.
Guardforce
AI Co. Ltd. (NASDAQ:GFAI)(NASDAQ:GFAIW) is a global integrated
security solutions provider that is focused on developing robotic
solutions and information security services that complement its
well-established secured logistics business. With more than 40
years of professional experience, Guardforce AI is a trusted brand
name that protects and transports the high-value assets belonging
to public and private sector organizations. Guardforce AI develops
and provides innovative technologies and services that enhance
safety and protection.
For
more information, visit www.guardforceai.com
Forward
Looking Statements
This
press release contains statements that do not relate to historical
facts but are “forward-looking statements” within the meaning of
the safe harbor provisions of the U.S. Private Securities
Litigation Reform Act of 1995. These statements can generally
(although not always) be identified by their use of terms and
phrases such as anticipate, appear, believe, continue, could,
estimate, expect, indicate, intend, may, plan, possible, predict,
project, pursue, will, would and other similar terms and phrases,
as well as the use of the future tense. Forward-looking statements
are neither historical facts nor assurances of future performance.
Instead, they are based only on current beliefs, expectations and
assumptions regarding the future of the business of the Company,
future plans and strategies, projections, anticipated events and
trends, the economy and other future conditions. Because
forward-looking statements relate to the future, they are subject
to inherent uncertainties, risks and changes in circumstances that
are difficult to predict and many of which are outside of our
control, including the risks described in our registration
statements and reports under the heading “Risk Factors” as filed
with the SEC. Actual results and financial condition may differ
materially from those indicated in the forward-looking statements.
Therefore, you should not rely on any of these forward-looking
statements. Forward-looking statements in this press release speak
only as of the date hereof. Unless otherwise required by law, we
undertake no obligation to publicly update or revise these
forward-looking statements, whether because of new information,
future events or otherwise.
Media
Relations
Patrick
Yu
Email:
patrick.yu@fleishman.com
Phone:
(+852) 2586-7877
Investor
Relations
Shannon
Devine
Email: GFAI@mzgroup.us
Phone:
+1 203-741-8811
Guardforce
AI Corporate Communications
Hu
Yu
Email
: yu.hu@guardforceai.com
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